Daniel Stewart Securities Share Discussion Threads

[nod] 09/11/2013 09:24

Directors ....Not just directors it seems. Wilson was not a director during the years he received over half a million pounds each year.Add up the payments and write off to Wilson in the 2013 year.Annual Report 2013, page 37Adam Richard Wilson a major shareholder of Daniel Stewart Securities plc has been paid £570,000 (2012:£521,828) by Daniel Stewart & Co plc in respect of his consultancy agreement with Daniel Stewart Securities plc. At 31 March 2013 £21,666 (2012 : £24,000) had been paid in advance to Adam Richard Wilson in respect of this agreement.During the year Daniel Stewart & Co plc paid £4,517 (2012 : £2,889) in respect of health insurance for Adam Wilson who is a significant shareholder in Daniel Stewart Securities plc, the parent company.Also in 2013 report: "a write off of cash advanced to Mena by Daniel Stewart of £115,193."With consultancy fees, advance fees, health insurance, and debt write off, Wilson apparently benefited by around 711,000 pounds in the year to March 2013.Important to point out that Wilson was NOT a director of DAN during this year or the previous year. It's not made clear whether Wilson was employed as an independent consultant or through a company, or as an independent employee on a contract.To receive health insurance a person would usually be classified as an employee, even if it was on a fixed-term employment contract. Consultants employed through companies are not usually (never) paid health insurance by customers.

[lr4850] 08/11/2013 12:19

Nod Agree

no 1 is the killer for me. Directors have certainly rewarded themselves amply.

BTW I have contacted Business Insider to suggest a follow up to their Rangers/DAN article.

[nod] 08/11/2013 11:25

Nothing in there about the owners of the company (shareholders).

[lr4850] 05/11/2013 11:50

Anyone care to wager that the next announcement from DAN will be delisting from AIM as it too expensive to remain on AIM, and so, in a puff of smoke goes private investors monies?(what little worth it is now after the directors exploitation of company funds and mismanagement)

[nod] 05/11/2013 11:18

The restructuring and staff cuts in 2012 were more to do with DAN losing business than efficiencies. There is nothing efficient about paying a single expat consultant gbp 570,000 in the same year as making staff cuts in the UK (2012: gbp 521,828)Not to mention the loan to Wilson that was written off. How can a company in a precarious position and struggling for cash be so extravagant with the little cash it has?

[nod] 05/11/2013 10:26

Also a similar write-up in Business Insiderhttp://www.business7.co.uk/business-news/scottish-business-news/2013/11/04/rangers-latest-financial-advisers-daniel-stewart-co-report-1-74m-annual-loss-106408-24021421/The auditors go on to state in their view, statements provided by the company "indicate the existence of a material uncertainty which may cast doubt about the company's ability to continue as a going concern".Daniel Stewart notes in the accounts delays in "significant transactions", reduction in both "expected and actually realised value of assets" and debtors going out of business have continued to have "adverse effects" on cash flow - since the fiscal year end.The 2013 accounts were signed off on September 30, the day before Daniel Stewart & Co were appointed as Rangers new nominee advisor on October 1.Rangers International Football Club Plc (RIFC) updated the market it had changed its nominated advisors to Daniel Stewart & Co - its third nominated advisor appointment to date - on October 1, the same day RIFC filed its annual accounts.Daniel Stewart states in an assessment of potential income in the 2013 accounts, any one of a number of potential pitfalls identified could affect its ability to continue trading "without recourse to additional finance".The firm said it restructured in September 2012, "removing approximately £1 million" a year in costs, which the accounts show was achieved through cutting staff costs.Accounts filed with Companies House show Daniel Stewart & Co had £677,041 in cash at the year-end to March 31 to fund its operations.The company reported administrative costs of £2.46 million for the 2013 year to March, down from £3.4 million in administrative costs reported the previous year.

[lr4850] 05/11/2013 08:49

Very interesting find Nod.Other's are spotting DAN's poor credentials and dubious links. I think, a good opportunity for you to write to the Scotsman with your findings.

[nod] 05/11/2013 07:58

Rangers: Ibrox financial advisers may go bustA financial advisory firm appointed by Rangers is under threat from going bust with its own cash flow problems, it has emerged.Daniel Stewart is the third firm the club have appointed to oversee its monetary affairs in the last six months. But the London-based firm reported losses of £1.74 million in the last year, a figure that casts their credentials into doubt.The firm was appointed by the club on October 1 to act as financial advisers after two previous companies, Strand Hanson and Cenkos, parted ways with the club. The firm's own auditors admitted that cash flow problems may see the club go bust before the end of the year."The company incurred a net loss of £1,743,439 during the year ended March 31, 2013 and subsequent to the year-end incurred further losses... [the statements] indicate the existence of a material uncertainty which may cast doubt about the company's ability to continue as a going concern."Daniel Stewart, who are alleged to have close links to former Rangers chief executive Charles Green, are charged with naming a date for the club's forthcoming agm, which was pushed back after a successful legal bid led by former director Paul Murray.An AIM spokesperson told the Daily Record that a financial advisery firm is not obliged to be in the black to be qualified to undertake its duties.

[nod] 04/11/2013 08:40

I just noticed that Adam Wilson was appointed a non-exec director of Atlantic Coal in September 2008 and has been since. The reason presented to DAN shareholders in 2010 for his resignation as non-exec director of DAN was because he was to remain resident in Dubai running MENA. Perhaps the difference between the two situations was not geography but that Wilson had extracted a million quid from DAN.

[nod] 03/11/2013 20:47

DAN is no longer broker to RHM. Allenby is Nomad and broker.17 October 2012Resource Holding Management Limited("RHM" or the "Company") Change of Adviser The Board of RHM (AIM: RHM), a diverse range of businesses which currently operates its advertising agency business in Malaysia and China, announces that it has appointed Allenby Capital Limited as its sole broker.

[nod] 03/11/2013 20:41

Reading DAN's RNS I was reminded of their first Asian client, RedHot Media (RHM) a Malaysian company registered in the Cayman Islands and listing on AIM - do you hear alarm bells?Redhot changed their name to resource management holdings but ticker is still RHM. Their share price chart since listing three years ago resembles that of DAN. They constantly issue new shares.

[nod] 03/11/2013 20:06

I don't know if any AIM Regulations have been breached. I don't know if fraudulent activity comes within their remit. I doubt they have the resources, skills or inclination to uncover or investigate fraud. Back in February 2010, DAN had to re-issue its RNS about the acquisition. This indicates that the FSA approved the acquisition and approved Adam Wilson as CEO. How the FSA did that I have no idea but it would be unusual for a regulator to stand up and say they made a mistake or they didn't do their job thoroughly.The shenanigans of Adam Wilson in 2010 tells us a lot about the character of the man and the judgement of Peter Shea in appointing Wilson as CEO. Wilson accepted the role of CEO and then changed his mind. He also quit as a non-exec director of DAN immediately after DAN bought his Dubai company MENA for nearly one million pounds. DAN then went on to pay Wilson extravagant consultant fees of over half a million per year.18 February 2010"The Company makes the following amendments to its Acquisition and Board Changes announcement released at 07.00 on 15 February 2010 under RNS number 1222H. The acquisition and the appointment of the new CEO are subject to FSA approval. All other details remain the same and the full wording of the corrected announcement is reproduced below:"

[lr4850] 03/11/2013 09:44

"Scam" - I always thought so Nod, but you have unearthed research to possibly substantiate such.

Please send the above to the AIM Regulator; they have to look into this. Does this perhaps constitute fraud; then the SFO needs to become involved. It can't do any harm.

Perhaps even contacting the editors of the publications that published the pub and gravy articles of the DAN personnel.

If not, let's hope readers of this board do something/take note.

[nod] 03/11/2013 03:27

MENA and MRLAnnual Report 31 March 2010Page 26"In July 2010 Daniel Stewart Securities acquired the entire Share Capital of Mena RL. The consideration for which was a mixture of shares and cash. The full consideration is £875,000 of which £500,000 was in ordinary shares in Daniel Stewart Securities Plc, the balance, £375,000, was paid in cash."Note the inconsistencies in figures with page 28 below in the March 2011 reportOn 21 May 2010, DAN issued an RNS stating the acquisition of MENA was completed. Note there was never any mention of the Far East during either the proposed acquisition on 15 February 2010 or the completion statement in May 2010.Page 8Adam Wilson - Appointed 1 September 2009, resigned 9 June 2010 Annual Report 31 March 2011Page 27"During the year Daniel Stewart Securities Plc acquired the entire share capital of MENA RL FZC and MRL Holdings Limited at a cost of £960,406 paid in shares and cash. The net assets at the date of acquisition were £ 29,787"Note the very low net assets of MENA and MRL.Note how the net assets varies significantly from that announced on 15 February 2010:"MENA reported audited turnover of US$1,340,210 and pre-tax profit of US$349,339 in the period to 31 December 2009 and had audited net assets of $351,515 as at 31 January 2010 (including net cash of $28,638)."DAN paid nearly one million for a person, Wilson, who was previously a director of DAN. Page 28"Mena RL FZC: Marketing in the Far and Middle East - Registered in DubaiMRL holdings Ltd: Marketing in the Far and Middle East - Registered in British Virgin Islands Daniel Stewart Securities holds 100% of the issue share capital of each subsidiary company.In July 2011 Daniel Stewart Securities acquired the entire Share Capital of Mena RL. The consideration for which was a mixture of shares and cash. The full consideration is £960,406 of which £500,000 was in ordinary shares in Daniel Stewart Securities Plc, the balance, £375,000, was paid in cash and assets."Note the significant increase in the reported consideration compared with the consideration reported in the March 2010 annual report (see above).Also note the discrepancy between the RNS announced completion on 21 May 2011 and the AR date above of July 2011. Was this to do with Wilson being a director in May 2011 but not a director in July 2011?Adam Wilson had been appointed director of DAN on 1 September 2009 and quit on 9 June 2010. According to DAN's 2011 annual report, Wilson was appointed again:Page 7Adam Wilson - Appointed 1 September 2010, resigned 9 June 2011Did this really happen? Or is it misleading reporting in the 2011 annual report?At 31 March 2011 Wilson was second largest shareholder in DAN:Adam Wilson (2011) 42,612,000 (2010) 15,935,000Wilson resigned on 9 June 2010 shortly (immediately) after DAN's acquisition of MENA completed on 21 May 2010 (see RNS)During the same year Rockridge increased its holding by a similar percentage to become the third largest shareholder with 40 million shares.Note from page 8 all the other major shareholders have no declared interest.DAN made references to growth in the Far East on page 7: "The expansion of the group into Far East markets has introduced wider distribution and new corporate clients."However, DAN bought MENA for Middle East, GCC and Africa business. Yet still no ME revenues for the companies 1 million purchase. In fact ME revenues fell by 60% in the first year of acquisition to a measly 31k. Remember, MENA it was claimed in the RNS just a few months before had turnover of US$ 1.34 million. What happened to our revenue? This is what we paid for."MENA reported audited turnover of US$1,340,210 and pre-tax profit of US$349,339"This has fraud written all over it.What happens next though is even more intriguing and certainly warrants scrutiny.MENA and MRL were closed and the companies are defined as dormant in the March 2012 AR. I had not realised this until now. MENA-RL is still shown in a prominent position on DAN's Home page as a 100% Subsidiary. Clicking on this takes you to the MENA web site. Only buried in the 2012 AR are we told the companies are dormant. Annual Report 31 March 2012Page 31"Mena RL FZC (dormant): Marketing in the Far and Middle East - Registered in Dubai MRL holdings Ltd (dormant): Marketing in the Far and Middle East - Registered in British Virgin Islands"Page 31"In the year ended 31 March 2011 Daniel Stewart Securities Plc acquired the entire share capital of MENA RL FZC and MRL Holdings Limited at a cost of £990,193 paid in shares and cash. The net assets at the date of acquisition were £ 29,787. The intangible assets arose from this transaction. These have been valued using a discounted cash-fl ow model and reviewed for impairment the Directors consider that these assets have an indefinate life."Note the reported total cost of the acquisition is rising each year, from an initial 875k to 960k to 990k. That is 115k more than initially reported as the acquisition cost.How can that be?By coincidence, 115k is the value of a loan to MENA that was written off in the last financial year.Remember also, that Adam Wilson (sole Owner of MENA - see RNS 21 May 2010) was paid over half a million pounds each year. Page 37"Adam Richard Wilson a major shareholder of Daniel Stewart Securities plc has been paid £570,000 (2012:£521,828) by Daniel Stewart & Co plc in respect of his consultancy agreement with Daniel Stewart Securities plc. At 31 March 2013 £21,666 (2012 : £24,000) had been paid in advance to Adam Richard Wilson in respect of this agreement."Annual Report 31 March 2013Page 32"and a write off of cash advanced to Mena by Daniel Stewart of £115,193. The companies were acquired in order for the group to exploit opportunities in the middle and far east; these were presented in the form of the contact list held by the acquired companies, of companies in that geographic area that were seeking listings on AIM. Mena and MRL were unable to offer the relevant services due to regulatory requirements which Daniel Stewart were able to offer."Apparently, we didn't acquire a company with turnover of US$1.34 million and decent profits as previously claimed, we acquired a contact list. This explains why there was no revenue to be seen from MENA or the Middle East.Page 32Mena RL FZC (dormant): Marketing in the Far and Middle East - Registered in Dubai MRL holdings Ltd (dormant): Marketing in the Far and Middle East - Registered in British Virgin IslandsI conclude from the above that MENA-RL was a scam and the company's clients, turnover and profits were not acquired by DAN. Hence, turnover from the Middle East is reported as 50k in 2013 (28k in 2012) rather than the 800k+ we might have expected from our acquisition. See revenue on page 26.Furthermore, the assets are negligible at 29k and defined as intangible. Not much for a million quid.Between acquisition payments, written off loan and ongoing extravagant annual fees to Adam Wilson, DAN has directed over TWO MILLION POUNDS in the direction of Adam Wilson.In DAN's words:"Mena and MRL were unable to offer the relevant services due to regulatory requirements which Daniel Stewart were able to offer."Remember, the sole owner of MENA is also a director at DAN. Why was it desirable to buy a company that could not offer relevant services and apparently had no sustainable turnover. The sole owner of MENA also worked for DAN as a director, so why not simply form a partnership where DAN provided the relevant services that MENA could not?Was Shea really paying one million pounds for Wilson's contact list, which at the time of the acquisition was said to be the Middle East and GCC. See RNS 21 May 2010:"Mr Wilson will continue to assist and orchestrate international distribution throughout Africa, the Gulf Cooperative Council (GCC) and Middle East. Daniel Stewart intends to bring to market in the near future a company operating in the GCC region."DAN appears to have done the opposite by making MENA dormant within a short timeframe.Or, was all this just a scam to syphon two million pounds out of DAN and to Shea's mate and private business partner? We know about their pub venture only because of that press article but I would wager they are business partners in other private ventures.

[lr4850] 02/11/2013 07:34

I also think MENA and the Middle East "activity" (where is such) is a big scam perpetrated to enable Wilson to pick up free money.

[nod] 02/11/2013 01:59

ipavlou - trouble is, over the past five years more clients have left DAN than have appointed them. The fall in broker clients has been significant and reflected in the fall in revenue. I wonder why ValiRx changed from Hybridan as broker - probably cost. DAN can only really compete on price and not on the quality of its offering. If DAN can't manage its own corporate listing and image and can only survive by taking loans, how can it advise others?

[nod] 02/11/2013 00:58

According to DANs web site, Rockridge hold 7.69%Updated on 1 October 2013http://www.danielstewart.co.uk/Home/Investor_relations/DSS_plc_-_AIM_Rule_26/default.aspx

[lpavlou] 01/11/2013 23:14

Rock ridge own 9%

[lpavlou] 01/11/2013 23:05

I see that Dan have announced 2 new "wins" today :Broker and Nomad to Steller Diamonds Plc (west African mining explorer). They were appointed as broker to Sula gold and iron, last month and they are also exploring in west Africa. Coincidence ??Also appointed as Broker to Valirx today.Might not be time to bail out just yet !!

[nod] 01/11/2013 19:40

I can't find any RNS announcements about the Rockridge holdings in DAN. Rockridge has gone from no reported holding in 2009 to 13.8 mill to 40 mill to 46 mill.DAN obviously has holding information to put in its annual reports but I can't see any RNS. Specifically between 2009 and 2011 we should have had at least two RNS.The jump last year to 46 mill would also have crossed a reporting threshold, I would have thought. How many shares are now in issue?On this point, I never see DAN report monthly on shares in issue and voting rights. I thought that was an LSE and AIM regulation nowadays.Also, we should have been informed at the time loans were converted to shares. If that is what has happened.

[lr4850] 01/11/2013 14:48

Too right; risky. As I have found to my cost. If you or I did something illegal we would be banged up in the blink of an eye, but these geezers can fleece private shareholders fund and get away with it. Shameful.

[smithie6] 01/11/2013 14:39

By the way....I recall that Seymour Pierce was involved in legal disputes...

and Square Mile got its wrist slapped by the FSA

and there was the Blue Oar or Blue Boar case...another small finance house

its a risky area.....

Stephen Dean was widely reported in the press as a dodgy geezer...and bleeding companies dry...big bonus while co. did badly....
well....he set up a finance house as well !...incl. with a USA section....as I recall all went bust ...like all S Dean stuff I think...eg. Voyager IT

[smithie6] 01/11/2013 14:30

"What conclusion is this information bringing you to? I wonder what DAN make of this as they must read this board?"

I dont think they care.

....if co. has a good year then the MD will award himself a big bonus....no one can stop him

these small London brokers/finance houses....dont tend to attract idealistic angels as workers !....attract sharks that want to make money !